These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, theoriginals shall prevail. The Bank assumes no responsibility for these translations or for direct, indirect or
any other forms of damages arising from the translations.

(Securities Code: 5831)
May 29, 2023
(Start date for measures for electronic provision: May 24, 2023)
To Shareholders with Voting Rights:
Hisashi Shibata
President
The Shizuoka Financial Group, Inc.
10, Gofukucho 1-chome, Aoi-ku,
Shizuoka City, Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 1ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
We wish to inform you that the 1st Annual General Meeting of Shareholders of the Shizuoka Financial
Group, Inc. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide
information electronically, and has posted the matters for electronic provision on the following website.
Company website: https://www.shizuoka-fg.co.jp/english/ir/shareholders-meeting.html
In addition to the above, the Company has also posted the information on the website listed below. If you
cannot view the Company website, please access the Tokyo Stock Exchange Inc. website below, enter“Shizuoka Financial Group” under “Issue name (company name)” or, alternatively, enter the Company’s
securities code “5831” under “Code” and press “Search.” Then select “Basic information” and “Documentsfor public inspection/PR information” in that order and check the “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” item under “Filed information available forpublic inspection.”
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please review the Reference Documents for the General Meeting of Shareholders attached hereto andexercise your voting rights by referring to the Guide for Exercise of Voting Rights (pages 3-5).
1. Date and Time:
2. Place:

Friday, June 16, 2023 at 10:00 a.m. Japan standard time
(Reception desk opens at 9:00 a.m.)
Large Hall, 2F, Shizuoka Bank Training Center,
2-1, Kusanagi-Kita, Shimizu-ku, Shizuoka City, Shizuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 1st Fiscal Year (from April 1, 2022 to March 31, 2023) and theresults of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
Note: The first business year for the Company runs from October 3, 2022 to March 31,
2023, but the consolidated fiscal year under review runs from April 1, 2022 toMarch 31, 2023.

2. Non-consolidated Financial Statements for the Company’s 1st Fiscal Year(from April 1, 2022 to March 31, 2023)

1

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Six (6) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
Proposal No. 3: Determination of Amounts of Compensation, Etc. for Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members)
Proposal No. 4: Determination of Compensation, Etc. for Directors (Excluding Outside
Directors and Directors Who Are Audit & Supervisory Committee Members) toGrant Restricted Shares
Proposal No. 5: Determination of Amounts of Compensation, Etc. for Directors Who Are Audit& Supervisory Committee Members
Other matters for electronic provision (matters omitted from the paper copy sent to shareholders) Items 1) to 3) below have been posted on the Company’s website and the Tokyo Stock Exchange website
as noted on page 1 of this Notice according to laws and regulations and Article 16 of the Articles ofIncorporation of the Company, and are therefore not included in the attached documents.
1) “Matters regarding the Company’s share acquisition rights,” “Basic policy regarding roles of persons
controlling decision on financial and business policies,” “Systems for ensuring the appropriateness ofbusiness activities,” “Matters regarding specified wholly-owned subsidiaries,” “Matters regardingtransactions with the parent company etc.,” and “Other matters” as part of the Business Report
2) “Consolidated Statement of Changes in Net Assets” and the “Notes to the Consolidated Financial
Statements” as part of Consolidated Financial Statements3) “Non-consolidated Statement of Changes in Net Assets” and the “Notes to the Non-consolidated
Financial Statements” as part of Non-consolidated Financial Statements
The business report, the consolidated financial statements, and the non-consolidated financial statements
audited by the Audit and Supervisory Committee include not only the Business Report, the Consolidated
Financial Statements, and the Non-consolidated Financial Statement described in this Notice ofConvocation, but also 1) to 3) above.
The non-consolidated financial statements and the consolidated financial statements audited by the
Accounting Auditor include not only the Non-consolidated Financial Statements and the Consolidated
Financial Statement described in this Notice of Convocation, but also the above 2) and 3).
Guide for Convocation
 When attending the General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise
Form at the reception desk of the meeting venue.
You are also kindly requested to bring this Notice of Convocation to save resources.
 If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights by
proxy by having another shareholder who holds voting rights attend the General Meeting of Shareholders
on your behalf, provided that his or her Voting Rights Exercise Form and a document certifying him or her
as your proxy are submitted.
 If you intend to engage in split voting, please submit a written notice indicating the reasons for the split
voting at least three days prior to the General Meeting of Shareholders.
 Any revisions to matters provided electronically will be posted on each website where the matters are
displayed.
Video on the day of the General Meeting of Shareholders
 To provide information to shareholders, the Company plans to post the video related to the matters to bereported on the day of the General Meeting of Shareholders on the Company website indicated on page 1of this Notice of Convocation after the end of the meeting on Monday, June 19, 2023.

2

Guide for Exercise of Voting Rights
You are kindly asked to exercise your voting rights by one of the following methods.
If you are attending the meeting
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: Friday, June 16, 2023 at 10:00 a.m. Japan standard time
If you are not attending the meeting
Voting Rights Exercise Form
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it to us by the deadline.
Deadline: Thursday, June 15, 2023 Japan standard time (time of receipt)*If there is no indication of your vote for or against each proposal, the Company will deem that you havevoted in favor of the proposals.
How to mark on the Voting Rights Exercise Form
Please indicate your vote for or against each of the proposals here.
Proposals 1, 3, 4, 5
If “for,” please circle “For.”If “against,” please circle “Against.”
Proposal 2
If “for” for all candidates, please circle “For.”If “against” for all candidates, please circle “Against.”*If you wish to vote against certain candidates, please circle “For,” thereby initially voting for all
candidates, and then indicate the candidate(s) whom you are voting against by stating the Candidate No.
assigned to the candidate(s) in the Reference Documents for the General Meeting of Shareholders.
Internet
Please access the Company’s designated website for the exercise of voting rights (https://www.e-sokai.jp),
follow the on-screen instructions, and exercise your voting rights.
Deadline: Thursday, June 15, 2023 by 5:00 p.m. Japan standard time
*Please note that your votes via the Internet will be cancelled if you attend the meeting.
For details, please refer to the following page.
For institutional investors

You may exercise your voting rights using Electronic Voting Platform
operated by ICJ Inc.

3

Guide for Exercise of Voting Rights via the Internet
Via a smartphone*“QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

Step 1
Read the “QR Code for accessing the smartphone voting rights exercise website” on the bottom right ofthe enclosed Voting Rights Exercise Form using a smartphone or a tablet device.
Step 2
Select the displayed URL to open the voting rights exercise website.
There are two ways to exercise your voting rights.
Step 3
Follow the instructions on screen and indicate your vote for or against each proposal.
Step 4
Confirm your information entered and click “Confirm” to complete the exercise of voting rights.
Please note that if you wish to change your votes after exercising your voting rights, you must take thenecessary procedures by accessing the following voting rights exercise website using the “proxy code”
and “password.”
Via a personal computer (re-exercise of voting rights)
Step 1
Access the website for the exercise of voting rights.
https://www.e-sokai.jp[Website for personal computer]
Navigate to https://www.e-sokai.jp

Step 2
Read “Guide for Exercise of Voting Rights via the Internet” and click “Proceed.”
Step 3Enter the “voting right exercising code” noted on the enclosed Voting Rights Exercise Form and click“Log in.”
Then, enter the “password” noted on the enclosed Voting Rights Exercise Form and click “Proceed.”[Notes] All costs for using the website for the exercise of voting rights, including the provider fee andcommunication charges, shall be borne by shareholders.
 If you exercise your voting rights both via the Internet and in writing on the Voting Rights Exercise
Form, only the vote via the Internet will be deemed as valid regardless of the date and time of receiptof the Voting Rights Exercise Form.
 If you exercise your voting rights via the Internet etc. more than once, only your last vote will bedeemed as valid.

4

《Inquiries regarding the Exercise of Voting Rights via the Internet》
If you have any inquiries about the exercise of voting rights via the Internet, please call thefollowing number.
Transfer Agent: JAPAN SECURITIES AGENTS, LTD.
Agency Department Web Support[Direct Line (Toll free)] 0120-707-743
Open from 9:00 a.m. to 9:00 p.m. (including Saturdays, Sundays, andnational holidays).

5

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
With respect to the appropriation of surplus, the Company maintains the basic policy of distributing
dividends to shareholders steadily while paying attention to internal reserves to enhance management
quality.
Matters concerning year-end dividends of surplus
With due consideration given to the business results and current management environment, the Company
proposes to pay a year-end dividend for the fiscal year under review as follows.
(1) Type of property dividend
Cash(2) Allotment of property dividend to shareholders and the total amount
15 yen per share of common stock of the Company, for a total of 8,396,085,660 yen
As The Shizuoka Bank, Ltd. has paid 15 yen per share as an interim dividend, the total amount ofannual dividends will be 30 yen per share for the fiscal year ended March 31, 2023, combinedwith the Company’s year-end dividend.
(3) Effective date of distribution of surplus
June 19, 2023
The dividend totals through to the interim dividend for fiscal 2022 are dividend totals for The Shizuoka
Bank, Ltd.

6

Proposal No. 2: Election of Six (6) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
The terms of office of six (6) Directors (excluding Directors who are Audit & Supervisory Committee
Members, hereinafter the same applies in this proposal) will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the election of six (6) Directors is proposed.
The Audit and Supervisory Committee examined this proposal and found no matters to report.
The candidates are as follows:
No.
1
2
3
4
5
6

Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Candidate for
Outside Director
Reappointment
Candidate for
Outside Director

Name
Katsunori Nakanishi
Hisashi Shibata

Minoru Yagi
Yutaka Fukushima
Kumi Fujisawa

Present position at the Bank
Chairman (Representative Director)
President (Representative Director) responsible forchief executive functions
Director & Executive Officer
Director & Executive Officer
Outside Director

Kazutoshi Inano

Outside Director

7

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Joined The Shizuoka Bank, Ltd.
Deputy General Manager of Personnel Dept.
General Manager of Personnel Dept.
General Manager of Corporate Administration
Dept.
Jun.
2001 Director & Executive Officer, General Manager ofCorporate Planning Dept.
Jun.
2003 Director & Senior Executive Officer
Apr.
2005 Director & Senior Executive Officer, Deputy
Katsunori Nakanishi
General Manager of Corporate Center in charge of(June 15, 1953)
97,000 shares
planning and administration2005 President & Chief Executive Officer(Reappointment) Jun.
Mar. 2017 Director, Shizuoka Gas Co., Ltd. (to present)Jun.
2017 Chairman, The Shizuoka Bank, Ltd. (to present)(Scheduled to retire on June 16, 2023)
Director, Shizuoka Railway Co., LTD. (to present)Oct.
2022 Chairman, Shizuoka Financial Group, Inc. (topresent)(Significant concurrent positions)
Chairman, The Shizuoka Bank, Ltd.
(Scheduled to retire on June 16, 2023)[Reasons for selection as a candidate for Director]
Mr. Katsunori Nakanishi served as General Manager of the Corporate Administration Dept. and General
Manager of Corporate Planning Dept. at The Shizuoka Bank, Ltd., which is now a part of the Shizuoka
Financial Group. He served as the Bank’s President & Chief Executive Officer from June 2005 and has
been serving as the Bank’s Chairman since June 2017. He has also served as Chairman of the Company
since October 2022. He is very familiar with the Group’s business management and operations. He
utilizes his wealth of business experience and broad knowledge and plays an appropriate role instrengthening the effectiveness of the Board of Directors’ decision-making and supervisory functions,among others. For these reasons, we have nominated Mr. Nakanishi as a candidate for Director again.
Apr.
Dec.
Apr.
Jun.

1

Number of theCompany’s
shares held

1976
1998
1999
1999

8

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Jan.
Jun.

Jun.
Jun.
Apr.
Jun.
Jun.

Apr.
Hisashi Shibata(November 18, 1963)(Reappointment)

Oct.
2
Jun.
Jun.
Jun.

1986 Joined The Shizuoka Bank, Ltd.
2003 Deputy General Manager, Head Office
2004 Dispatched to Regional Banks Association of Japan as
Deputy General Manager and Deputy General
Manager of Tokyo Liaison Office, Corporate Planning
Dept., The Shizuoka Bank, Ltd.
2005 General Manager of Corporate Planning Group,
Corporate Planning Dept.
2009 General Manager of Corporate Planning Dept.
2011 General Manager of Gofukucho Branch2011 Executive Officer and General Manager ofGofukucho Branch2012 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of securities andinternational business, General Manager ofMetropolitan Business Unit and General Manager
of Tokyo Branch2013 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of Metropolitan
Division, General Manager of Metropolitan
Business Unit and General Manager of Tokyo
Branch2013 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of Metropolitan
Division, General Manager of Metropolitan
Business Unit, General Manager of Tokyo Office2014 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofcredit2016 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofcorporate planning and corporate administration2017 President & COO

Oct.

Number of theCompany’s
shares held

74,300 shares2022 President, in charge of the Business Development
Dept. (to present), Shizuoka Financial Group, Inc.
Director, The Shizuoka Bank, Ltd. (to present)(Significant concurrent positions)
Director, The Shizuoka Bank, Ltd.
[Reasons for selection as a candidate for Director]
Mr. Hisashi Shibata served as General Manager of Corporate Planning Dept., General Manager ofGofukucho Branch, General Manager of Metropolitan Business Unit, and General Manager of Tokyo
Office at The Shizuoka Bank, Ltd., which is now a part of the Shizuoka Financial Group. He also served
as the Bank’s President & COO from June 2017 to October 2022. He has been serving as President of theCompany since October 2022 and is responsible for the Group’s business management and operations.
He utilizes his wealth of business experience and broad knowledge and plays an appropriate role instrengthening the effectiveness of the Board of Directors’ decision-making and supervisory functions,among others. For these reasons, we have nominated Mr. Shibata as a candidate for Director again.

9

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Jun.

3

Number of theCompany’s
shares held

1987 Joined The Shizuoka Bank, Ltd.
2003 Dispatched to Shizugin Management Consulting
Co., Ltd. as Deputy General Manager
Jun.
2004 General Manager of Human Resources
Development Group, Corporate Administration
Dept., The Shizuoka Bank, Ltd.
Jun.
2008 General Manager of Shintori BranchJan.
2010 General Manager of Yaizu BranchApr.
2011 Senior General Manager of Corporate Planning
Dept.
Jun.
2012 Executive Officer, General Manager of Corporate
Planning Dept.
Jun.
2014 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge of
Minoru Yagi
corporate planning and corporate administration(May 7, 1963)
Jun.
2016 Director & Senior Executive Officer, Deputy
57,100 shares
General Manager of Banking Division in charge of(Reappointment)
creditJun.
2017 Director & Senior Managing Executive Officer,
General Manager of Corporate CenterJun.
2021 Deputy President, General Manager of Corporate
CenterOct.
2022 Director & Executive Officer, in charge ofCorporate Administration Dept. and the Secretarial
Office, Shizuoka Financial Group, Inc. (to present)
President, General Manager of Corporate Center, incharge of Corporate Administration Dept. andSecretarial Office, The Shizuoka Bank, Ltd. (topresent)(Significant concurrent positions)
President (Representative Director), The Shizuoka Bank, Ltd.
[Reasons for selection as a candidate for Director]
Mr. Minoru Yagi served as General Manager of Yaizu Branch and General Manager of Corporate
Planning Dept. at The Shizuoka Bank, Ltd., which is now a part of the Shizuoka Financial Group. He
was appointed as the Bank’s Deputy President from June 2021 and has served as President of Shizuoka
Bank, Ltd since October 2022. In addition, he has been serving as Director & Executive Officer of theCompany since October 2022 and is responsible for Group business management and operations. He
utilizes his wealth of business experience and broad knowledge and plays an appropriate role instrengthening the effectiveness of the Board of Directors’ decision-making and supervisory functions,among others. For these reasons, we have nominated Mr. Yagi as a candidate for Director again.

10

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Apr.
Jun.

Number of theCompany’s
shares held

1989 Joined The Shizuoka Bank, Ltd.
2005 General Manager of Fujikawa Branch2006 Deputy General Manager of Corporate Planning Groupof Corporate Planning Dept.
Jan.
2009 General Manager of Fujinomiya BranchJun.
2011 Joint General Manager of Credit Dept. (concurrently
serving as General Manager of Credit Group II)
Jun.
2013 General Manager of Fujichuo BranchJan.
2015 General Manager of Gofukucho BranchJun.
2015 Executive Officer, General Manager of Gofukucho
BranchJun.
2016 Executive Officer, General Manager of Head OfficeJun.
2017 Senior Executive Officer, General Manager of Eastern
Yutaka Fukushima
Area Business Unit
(September 19, 1966) Jun.
2021 Director & Senior Executive Officer, General Manager 27,500 sharesof Banking Division and Business Promotion Dept.
(Reappointment) Jun.
2022 Director and Senior Managing Executive Officer,
General Manager of Banking DivisionOct.
2022 Director & Executive Officer, in charge of Group
Company Business, Shizuoka Financial Group (to4present)
Apr.
2023 Director and Senior Managing Executive Officer,
General Manager of Banking Division, in charge ofArea Business Units, Sales Strategy Dept., Corporate
Business Support Dept., Life Planning Support Dept.,
Asset Building Support Division, Digital Business
Promotion Dept., The Shizuoka Bank, Ltd. (to present)(Significant concurrent positions)
Director and Senior Managing Executive Officer (Representative
Director), The Shizuoka Bank, Ltd.
[Reasons for selection as a candidate for Director]
Mr. Yutaka Fukushima served as General Manager of Head Office and General Manager of Eastern Area
Business Unit at The Shizuoka Bank, Ltd., which is now a part of the Shizuoka Financial Group. He has
also served as a Director at the Bank since June 2021. In addition, he has been serving as Director &Executive Officer of the Company since October 2022 and is responsible for Group business
management and operations. He utilizes his wealth of business experience and broad knowledge andplays an appropriate role in strengthening the effectiveness of the Board of Directors’ decision-making
and supervisory functions, among others. For these reasons, we have nominated Mr. Fukushima as a
candidate for Director again.

11

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.

5

Number of theCompany’s
shares held

1995 Established IFIS Limited
Representative Director of the same (retired inJuly 1999)
Jun.
2004 Executive Director, The Investment Trusts
Association, Japan (to present)
Nov. 2004 Director, SophiaBank LimitedJun.
2011 Public Governor, Japan Securities Dealers
Association (to present)Feb.
2012 Director, Incorporated Organization for
Supporting the Turnaround of Businesses
Damaged by the Great East Japan Earthquake(retired in June 2016)
Jun.
2013 Director, The Shizuoka Bank, Ltd. (retired October
2022)
Aug. 2013 President, SophiaBank Limited (retired in March
2022)
Jun.
2014 Director, Toyota Tsusho Corporation (to present)
Director, SCINEX CORPORATION (retired inJune 2016)
Jul.
2014
Director,
Money Design Co., Ltd. (retired in June
Kumi Fujisawa
2017)(March 15, 1967) May 2016 Director, Creek and River Co., Ltd. (retired in
May 2022)
0 sharesFeb.
2018 Director, CAMPFIRE, Inc. (retired in March(Reappointment,
2019)
Candidate for
Mar.
2018
Director,
JAPAN PROFESSIONAL FOOTBALL
Outside Director)
LEAGUE (retired in March 2022)
Oct.
2018 Director, Net Protections Holdings, Inc. (topresent)
Apr.
2019 Director, Japan Action Tank (to present)
Mar. 2020 Director, JINSEKI KOGEN GAKUENINSTITUTION (to present)
Jan.
2021 Director, CellSource Co., Ltd. (to present)
Apr.
2021 Representative Director, Japan Philanthropic
Partners (to present)Oct.
2021 Auditor, Ridilover Inc. (to present)
Apr.
2022 Chairperson, Institute for International SocioEconomic Studies, Ltd. (to present)
May 2022 Director, EDMILSON FUNDS ASIA (to present)Oct.
2022 Director, Shizuoka Financial Group, Inc. (topresent)
Apr.
2023 Director, University Public Corporation Osaka (topresent)(Significant concurrent positions)
Chairperson, Institute for International Socio-Economic Studies[Reasons for selection as a candidate for Outside Director and expected roles]
Ms. Kumi Fujisawa founded Japan’s first investment trust evaluation firm and served as its representative
director. She also participated in forming SophiaBank Limited and served as its representative director. She
has served in various public positions, including as a committee member of the Financial System Councilof the Financial Services Agency. She served as Outside Director of The Shizuoka Bank, Ltd., a groupcompany of the Company, from June 2013 through October 2022 before becoming a Director of the
Shizuoka Financial Group, Inc. in October 2022. Drawing on this wealth of experience and knowledge, sheplays an appropriate role in ensuring the transparency and fairness of the decision-making process in the
Company’s Board of Directors and further strengthening its supervisory function by contributing an
objective standpoint that is independent of management. For these reasons, we have selected Ms. Fujisawa
as a candidate for Outside Director again. Her term of office as Outside Director of the Company will benine months upon the conclusion of this Annual General Meeting of Shareholders.

12[Matters concerning independence]
The Company has registered Ms. Kumi Fujisawa as an independent officer with Tokyo Stock ExchangeInc. as she is judged not to have any potential conflicts of interest with general shareholders according to
the criteria for the independence of independent officers as stipulated by the Tokyo Stock Exchange andthe criteria for designating independent directors as stipulated by the Company.

13

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.

6

Number of theCompany’s
shares held

1976 Joined Nomura Securities Co., Ltd. (currently
NOMURA HOLDINGS, INC.)
Jun.
2000 Director, Executive Vice President of Nomura
Securities Co., Ltd.
Apr.
2002 Director, President of Nomura Asset Management Co.,
Ltd.
Apr.
2003 Director, Deputy President & Co-COO of NOMURAHOLDINGS, INC.
Jun.
2003 Director, Executive Managing Director, Deputy
President & Co-COO of NOMURA HOLDINGS, INC.
(retired in March 2008)
Director, Executive Managing Director, President &CEO of Nomura Asset Management Co., Ltd. (retired
March 2005)
Apr.
2005 Director, Chairman of The Nomura Trust and Banking
Co., Ltd. (retired in March 2008)
Apr.
2008 Executive Managing Director, Deputy Chairman of
Kazutoshi Inano
Nomura Securities Co., Ltd. (retired in March 2009)2009 Director, Chairperson, Representative Executive(September 4, 1953) Apr.
Managing Director of Nomura Asset Management Co.,
2,000 shares
Ltd.
(Reappointment,
Vice
ChairmanofJapan
AssociationofCorporate
Candidate for
Executives (retired in April 2013)
Outside Director)Jun.
2009 Chairman of The Investment Trusts Association (retired
in June 2013)
Aug.
2009 Chairman of The Securities Analysts Association ofJapan (retired in August 2013)
Jun.
2011 Chairperson of the Board of Directors of Nomura AssetManagement Co., Ltd. (retired in June 2013)
Jul.
2013 Chairman of Japan Securities Dealers Association(retired in June 2017)
May
2017 Chairman of Japan Securities Scholarship Foundation(to present)Apr.
2018 Chairman of Japan Foundation For Regional
Vitalization (retired in August 2022)
Jun.
2021 Director, The Shizuoka Bank, Ltd. (retired in October
2022)
Oct.
2022 Director, Shizuoka Financial Group, Inc. (to present)(Significant concurrent positions)
Chairman of Japan Securities Scholarship Foundation[Reasons for selection as a candidate for Outside Director and expected roles]
Mr. Kazutoshi Inano held important positions in the Nomura Group companies including Director,
Executive Managing Director, Deputy President of NOMURA HOLDINGS, INC. He also served as
Chairman of The Investment Trusts Association, Chairman of The Securities Analysts Association of Japan,
Chairman of Japan Securities Dealers Association, and Chairman of Japan Foundation For Regional
Vitalization. He currently serves as Chairman of Japan Securities Scholarship Foundation. He served as
Outside Director of The Shizuoka Bank, Ltd., a group company of the Company, from June 2021 throughOctober 2022 before becoming a Director of the Shizuoka Financial Group, Inc. in October 2022. Drawing
on this wealth of experience and knowledge as a manager of a financial group, he plays an appropriaterole in ensuring the transparency and fairness of the decision-making process in the Company’s Board of
Directors and further strengthening its supervisory function by contributing an objective standpoint thatis independent of management. For these reasons, we have selected Mr. Inano as a candidate for Outside
Director again. His term of office as Outside Director of the Company will be nine months upon the
conclusion of this Annual General Meeting of Shareholders.

14[Matters concerning independence]
The Company has registered Mr. Kazutoshi Inano as an independent officer with the Tokyo Stock
Exchange, as he is judged not to have any potential conflicts of interest with general shareholders
according to the criteria for the independence of independent officers as stipulated by the Tokyo Stock
Exchange and the criteria for designating independent directors as stipulated by the Company.
Notes:

1. No special interest exists between any of the candidates for Director and the Company.
2. Ms. Kumi Fujisawa and Mr. Kazutoshi Inano are candidates for Outside Director.
3. Limited liability agreements with Outside Directors
In order to ensure that the Company is able to secure suitable individuals as its Outside Directors, the Company has
established a provision concerning limited liability agreements with the Outside Directors in the current Articles ofIncorporation. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has
concluded agreements (hereinafter referred to as the “limited liability agreements”) with Ms. Kumi Fujisawa and
Mr. Kazutoshi Inano to limit their liability provided for in Article 423, Paragraph 1 of the Companies Act and theagreements are to be continued when they are re-elected as Outside Directors of the Bank. The limitation of
liability under the agreement shall be the minimum liability amount provided in Article 425, Paragraph 1 of thesame Act.
4. Directors and Officers Liability Insurance Contract
The Company has entered into a directors and officers liability insurance (“D&O Insurance”) contract as stipulated
in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The D&O Insurance covers
damage, etc. (excluding damage, etc. applicable to exemptions contractually stipulated in the D&O Insurance) that
may arise when directors assume liability for the execution of their duties. The insurance premiums of the D&O
Insurance are fully borne by the Company. If the candidates are elected and assume office as Director, any of themwill be insured under the D&O Insurance. The contract period of the D&O Insurance is set at one year. The
Company plans to renew the insurance before it reaches its maturity during the candidates’ terms of office, in
accordance with the resolution of the Board of Directors.
5. There are no matters other than those stated above that should be included in the proposals concerning the electionof directors as stipulated by Article 74 of the Ordinance for Enforcement of the Companies Act.
6. With regard to Ms. Kumi Fujisawa, the candidate for Outside Director, the name “Kumi Fujisawa” is used for
professional purposes only, and stated above as such due to its high recognition among the public, whereas her
name in the domiciliary register is Kumi Tsunoda.
<Reference>
The criteria for designating independent directors stipulated by the Company are found below the table describing“Status of Major Activities of Outside Directors” in 3.(2) of the Business Report.

15

[Reference]
Areas in which Directors are particularly expected to fulfill their roles at the Board of Directors
Under its flexible and strong governance framework that provides a ground for continuous growth, theCompany aims not only to strengthen the Group’s management and provide sound finance intermediation
functions to local and other communities but also to develop new businesses that will contribute to the growthof local communities.
The Board of Directors assumes the mission of supervising the entire Group’s business execution based on
the Group’s wide variety of expertise and linking the Group’s business to the continuous growth of the Groupand its stakeholders. With an eye on its aim described above, the Board of Directors secures its appropriatebalance as a whole, including in terms of its size, through the fulfillment by each Director of his/her roles
from the viewpoints of “management,” “society and economy,” and “business” based on his/her own
knowledge backed by his/her professional background and other attributes.
Management

Katsunori Nakanishi*(Chairman (Representative
Director))Society and economy

Financeintermediation
functions

New businesses(businessdevelopment andbusiness mix)

●

●

●

●

●

●

●

●

●

●

●

Supervision ofmanagement as alisted company

Steering of acomprehensive
financial group

Vision for local
communities andeconomies●●

Hisashi Shibata*(President (Representative
Director))

Minoru Yagi*(Director & Executive
Officer)

Yutaka Fukushima*(Director & Executive
Officer)

Kumi Fujisawa*(Outside Director)

Kazutoshi Inano*(Outside Director)●●

Business●●

Responding tosocial changes●●

Innovation

●

●

●

●

●

Koichi Kiyokawa(Director (Audit &Supervisory Committee
Member))Motoshige Itoh
(Outside Director (Audit& Supervisory
Committee Member))●●

Environment

Kazuto Tsubouchi(Outside Director (Audit& Supervisory
Committee Member))

●

●

IT

Naomi Ushio(Outside Director (Audit& Supervisory
Committee Member))Notes:●●●

Diversity

1. Asterisks(*) indicate candidates for Director proposed for election under Proposal No. 2 of this Annual General
Meeting of Shareholders.
2. Current positions in the Company are enclosed in parentheses.

16Proposal No. 3: Determination of Amounts of Compensation, Etc. for Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)
With regards to the amount of compensation, etc. for Directors of the Company (excluding Directors who
are Audit & Supervisory Committee Members), the Company has stipulated in Article 2, Paragraph 1 of the
Supplementary Provisions of the Articles of Incorporation that the total amount of compensation from thedate that the Company was established through to the conclusion of the 1st General Meeting of Shareholders
would not exceed a total of 210 million yen per year.
The system of compensation, etc. for Directors (excluding Directors who are Audit & Supervisory
Committee Members) following the conclusion of this General Meeting of Shareholders would be composedof fixed monetary compensation (for which approval is being sought at this Meeting), performance-linked
compensation, officer compensation based on a points system linked to the share price, and restricted sharebased compensation (for which approval of Proposal No. 4 is being sought at this Meeting) and would bedetermined after a careful examination of various circumstances, such as the status of the Company’s
management system and broad economic conditions.
Accordingly, the Company would ask you to approve the payment of the following compensation items
1. to 3. for Directors (excluding Directors who are Audit & Supervisory Committee Members. Outside
Directors are also excluded from items 2 and 3 below).
These types of compensation, etc. follow the same system as for Directors of The Shizuoka Bank, Ltd.
1. Fixed monetary compensation
We would intend to limit the amount of fixed monetary compensation for Directors (excluding Directors
who are Audit & Supervisory Committee Members) to a total of 210 million yen per year.
2. Performance-linked compensation
To ensure compensation levels better reflect Group performance and to increase Director’s morale anddesire to enhance the financial performance of the Group, the Company would like to pay a performancelinked compensation based on the Company’s consolidated net income attributable to owners of parent to
Directors (excluding Outside Directors and Directors who are Audit & Supervisory Committee Members) as
described in the following table.
Table: Upper limit of performance-linked compensation
Net income attributable to owners of the parent (consolidated)
20 billion yen or less20 billion yen to 35 billion yen
35 billion yen to 40 billion yen
40 billion yen to 45 billion yen
45 billion yen to 50 billion yen
50 billion yen to 60 billion yen
60 billion yen to 70 billion yen
Exceeding 70 billion yen

Upper limited of compensation0
20 million yen
40 million yen
60 million yen
80 million yen
100 million yen
120 million yen
140 million yen

17

3. Officer compensation based on a points system linked to the share priceRegarding this form of compensation, a certain number of points would be granted per year to Directors(excluding Outside Directors and Directors who are Audit & Supervisory Committee Members) and then the
Company would pay a cash sum equivalent to the number of accumulated points multiplied by theCompany’s average share price over the six months prior to the date of retirement. The purpose of thissystem is to further encourage Directors to improve the corporate value of the Company during their tenure
by paying monetary compensation linked to the share price and to deepen shareholder-oriented management.
The total number of points granted per year shall not exceed 50,000 points (one point is equivalent to one
share).
This proposal has been determined by the Board of Directors following consultation with the Company’s
Nomination and Remuneration Committee. The Audit and Supervisory Committee examined the proposal
and found no matters to report.
The amount of compensation shall not include employee salaries payable to Directors (excluding Outside
Directors and Directors who are Audit & Supervisory Committee Members) who are also employees.
The Company adopted policies for determining the details of compensation, etc. for individual directors(hereafter referred to as the “Determination Policies”) at the Board of Directors meeting held on October 3,
2022. The outline of those details is described in the Matters Concerning Company Officers (Directors)
segment of the Business Report. If this proposal, Proposal No. 4: Determination of Compensation, Etc. for
Directors (Excluding Outside Directors and Directors Who Are Audit & Supervisory Committee Members)
to Grant Restricted Shares, and Proposal No. 5: Determination of Amounts of Compensation, Etc. for
Directors Who Are Audit & Supervisory Committee Members are approved, the Company is scheduled tochange the Determination Policies at an extraordinary meeting of the Board of Directors to be held after this
General Meeting of Shareholders has concluded to ensure the policies coincide with the new approved
content. An outline of the proposed revised content is described below. Furthermore, the content of this
proposal is judged to be appropriate because it coincides with the proposed revised Determination Policies
and is necessary to determine the content of compensation, etc. for individual Directors, and it also takes into
account various circumstances, such as the status of the Company’s management frameworks and broader
economic conditions.
The Company currently has six Directors (excluding Directors who are Audit & Supervisory Committee
Members), two of whom are Outside Directors. If Proposal No. 2: Election of Six (6) Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members) is approved, the number of Directors(Excluding Directors who are Audit & Supervisory Committee Members) who would be eligible forcompensation under item 1. of this proposal listed above would be six (including two Outside Directors), andthe number of Directors (excluding Directors who are Audit & Supervisory Committee Members) who
would be eligible for compensation under items 2 and 3 would be four.
Any decisions on the timing and allocation of compensation, etc. would be entrusted to the Board of
Directors.

18

【Policy Relating to the Determination of the Details of Compensation, etc. for Individual Directors】
1. Basic policies(1)
The compensation system for Directors shall be designed to function as a sound incentive to help
the Shizuoka Financial Group develop into a sustainable corporate group that is able to maximize
value for all stakeholders.
(2)
The compensation of Directors shall reflect the roles, responsibilities, and results that each
Director should fulfill in order to maintain and improve the Group’s sound management structure,
while recognizing the responsibility to accurately manage the Group’s business.
(3)
The fairness and objectiveness in the process for determining compensation, etc. shall be ensured,under appropriate supervision from the Board of Directors, including the involvement of theNomination and Remuneration Committee, while respecting the resolutions of the General
Meeting of Shareholder
2. Procedure for deciding on the Determination Policies
The Company’s Determination Policies have been decided by resolution of the Board of Directors
based on reporting from the Nomination and Remuneration Committee (a voluntary body that consultson the nomination of corporate officers, etc., deliberates on matters relating to officer compensation,and is entrusted by the Board of Directors to determine compensation).
3. Overview of compensation(1) Components of compensation(i) In addition to fixed monetary compensation, compensation for Directors (excluding Directors
who are Audit & Supervisory Committee Members) comprises performance-linked
compensation, officer compensation based on a points system linked to share price, and restricted
share-based compensation.
(ii) Compensation for Outside Directors and Directors who are Audit & Supervisory Committee
Members consists of fixed monetary compensation only in order to ensure neutrality andindependence.
(2) Proportion of components of compensation
Basic compensation(monetary compensation)

Performance-linked compensation, etc. (monetarycompensation)

Fixed monetarycompensation

Performance-linked
compensation

60%

20%

Officer compensation basedon a share price-linked
points system10%

Non-monetarycompensation, etc.
（Share-based
compensation）
Restricted share-based
compensation
10%

・The proportions of officer compensation based on a points system linked to share price and restricted share-based
compensation are calculated based on the Company’s past stock price level, etc.
・The proportions of components of compensation vary depending on the amount of performance-linked
compensation paid and the Company’s stock price.

19

(3) Decision process(i) The allocation of these components of compensation for Directors (excluding Directors who are
Audit & Supervisory Committee Members) has been entrusted to the Board of Directors by the
1st Annual General Meeting of Shareholders held on June 16, 2023. Of these components ofcompensation, fixed monetary compensation and performance-linked compensation is entrusted
to the Nomination and Remuneration Committee by resolution of the Board of Directors.
(ii) The allocation of compensation (fixed monetary compensation only) for Directors who are Audit& Supervisory Committee Members is entrusted to the consultation among Audit & Supervisory
Committee Members.
(4) Policies concerning grounds for return of compensation, etc. and concerning decision-making thereon(i) Certain grounds have been established for not paying the officer compensation based on a points
system linked to share price.
(ii) For restricted share-based compensation, the Company and each eligible officer execute anagreement on the allotment of restricted shares upon each payment of this compensation, which
specifies grounds for the Company’s acquisition without consideration of the restricted shares
granted to the officer.

20

Proposal No. 4: Determination of Compensation, Etc. for Directors (Excluding Outside Directors andDirectors Who Are Audit & Supervisory Committee Members) to Grant Restricted SharesWith regards to the amount of compensation, etc. for Directors of the Company (excluding Directors who
are Audit & Supervisory Committee Members), the Company has stipulated in Article 2, Paragraph 1 of the
Supplementary Provisions of the Articles of Incorporation that the total amount of compensation from thedate that the Company was established through to the conclusion of the 1st Annual General Meeting of
Shareholders would not exceed a total of 210 million yen per year.
The system of compensation, etc. for Directors (excluding Directors who are Audit & Supervisory
Committee Members, hereinafter referred to as the “Eligible Directors”) following the conclusion of this
General Meeting of Shareholders would be composed of fixed monetary compensation (for which approvalof Proposal No.3 is being sought at this Meeting), performance-linked compensation, officer compensation
based on a points system linked to the share price, and restricted share-based compensation (for whichapproval of this proposal is being sought at this Meeting) and would be determined after a careful
examination of various circumstances, such as the status of the Company’s management system and broad
economic conditions.
Accordingly, in addition to the compensation requested in Proposal No.3: Determination of Amounts ofCompensation, Etc. for Eligible Directors, the Company would ask you to approve the payment of restricted
share-based compensation to Directors (excluding Outside Directors and Directors who are Audit &Supervisory Committee Members).
These types of compensation, etc. follow the same system as for Directors of The Shizuoka Bank, Ltd.
1. Restricted share-based compensation
The Company proposes to pay restricted share-based compensation to “Eligible Directors” as an added
incentive to enhance the Company’s corporate value on a sustainable basis and in order to facilitate a deeper
sharing of value with the shareholders.
Compensation to be paid to the Eligible Directors for granting restricted shares shall be monetary
receivables (hereinafter referred to as the “Monetary Compensation Receivables”) and its amount shall be no
more than 50 million yen per year, an amount that is considered reasonable based on the above objectives.
Any decisions on the timing and allocation of compensation, etc. would be entrusted to the Board of
Directors.
In addition, the Eligible Directors shall make in-kind contributions of all Monetary Compensation
Receivables to be paid as a result of this proposal based on the resolution of the Board of Directors, andshall, in return, receive shares of common stock of the Company that will be issued or disposed of by theCompany. The total number of shares of common stock of the Company to be issued or disposed of in thisway shall not exceed 50,000 shares per year. (However, in the event that a stock split of common stock of theCompany (including gratis allotment of shares of common stock of the Company) or a reverse stock split isconducted with an effective date that is later than the date of approval and resolution of this proposal, or in
the event that any other circumstances arise that require adjustment of the total number of shares of common
stock of the Company to be issued or disposed of as Restricted Shares, the said total number of shares shallbe reasonably adjusted.)
The amount to be paid per share shall be the amount determined by the Board of Directors within therange that is not particularly advantageous to the Eligible Directors who will receive such shares of common
stock of the Company, based on the closing price of shares of common stock of the Company on the Tokyo
Stock Exchange on the business day immediately preceding the date of each resolution of the Board of
Directors (or the closing price on the transaction day immediately prior thereto if no transaction is made onsuch business day). For the purpose of such issuance or disposal of shares of common stock of the Company,a Restricted Share allotment agreement including the following contents (hereinafter referred to as the“Allotment Agreement”) shall be concluded between the Company and each Eligible Director.
(1) Transfer Restriction period
An Eligible Director shall not transfer, create a security interest in, or otherwise dispose of the shares ofcommon stock of the Bank allotted under the Allotment Agreement (hereinafter referred to as the “Allotted
Shares”) during a time period from the allotment date under the Allotment Agreement to the point in time
immediately after the first July 1 after he or she leaves either the position of the Bank’s Director or the
position of Executive Officer without concurrently holding the position of Director or leaves the Bank
21

(hereinafter referred to as the “Transfer Restriction Period”). (Hereinafter collectively referred to as the“Transfer Restriction.”)(2) Removal of the Transfer Restriction
Notwithstanding the provision in (1) above, the Company shall remove the Transfer Restriction withrespect to the Allotted Shares in whole at the expiry of the Transfer Restriction Period, provided that the
Eligible Director continuously served in the position specified in (1) above during the period from the date of
the start 23 of the Transfer Restriction Period to the point in time immediately before the conclusion of thefirst Annual General Meeting of Shareholders following that date. However, in the event that an Eligible
Director leaves the position specified in (1) above or leaves the Company prior to the expiry of the Transfer
Restriction Period due to death or other justifiable reasons, the number of the Allotted Shares subject toremoval of the Transfer Restriction and the timing of removal of the Transfer Restriction shall be reasonably
adjusted, as necessary. Immediately after the removal of the Transfer Restriction in accordance with theprovision above, the Company shall naturally acquire free of charge the Allotted Shares for which theTransfer Restriction has not been removed.
(3) Treatment upon leaving the position or leaving the Company for a reason other than justifiable reason
Notwithstanding the provision in (2) above, if the Eligible Director leaves his or her position specified in(1) above or leaves the Company for a reason other than justifiable reasons, the Company shall naturally
acquire free of charge the Allotted Share.
(4) Treatment in the event of organizational restructuring, etc.
Notwithstanding the provision in (1) above, if a matter concerning the organizational restructuring etc. of
the Bank, such as a merger agreement whereby the Bank will be the non-surviving party to the merger, or ashare exchange agreement or share transfer plan whereby the Bank will become a wholly owned subsidiaryof another party, is approved at the Bank’s Annual Meeting of Shareholders (or by the Bank’s Board of
Directors if such organizational restructuring, etc. does not require approval of the Bank’s Annual Meetingof Shareholders) during the Transfer Restriction Period, the Bank shall remove, based on the resolution of
the Bank’s Board of Directors, the Transfer Restriction of the Allotted Shares at a date prior to the effective
date of such organizational restructuring, etc. The number of such Allotted Shares subject to removal of theTransfer Restriction shall be reasonably determined in light of the period from the date of the start of theTransfer Restriction Period to the date of approval of such organizational restructuring, etc. In the casespecified above, immediately after the removal of the Transfer Restriction, the Bank shall naturally acquire
free of charge the Allotted Shares for which the Transfer Restriction has not been removed.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Company’s Board of
Directors
This proposal has been determined by the Board of Directors following consultation with the Company’s
Nomination and Remuneration Committee. The Audit and Supervisory Committee did examine the proposal
and found no matters to report.
The amount of compensation shall not include employee salaries payable to Directors (excluding Outside
Directors and Directors who are Audit & Supervisory Committee Members) who are also employees.
The Company adopted policies for determining the details of compensation, etc. for individual directors(hereafter referred to as the “Determination Policies”) at the Board of Directors meeting held on October 3,
2022. The outline of those details is described in the Matters Concerning Company Officers (Directors)
segment of the Business Report. If this proposal, Proposal No. 3: Determination of Compensation, Etc. for
Directors (Excluding Outside Directors and Directors Who Are Audit & Supervisory Committee Members)
to Grant Restricted Shares, and Proposal No. 5: Determination of Amounts of Compensation, Etc. for
Directors Who Are Audit & Supervisory Committee Members are approved, the Company is scheduled tochange the Determination Policies at an extraordinary meeting of the Board of Directors to be held after this
General Meeting of Shareholders has concluded to ensure the policies coincide with the new approved
content. An outline of the proposed revised content is described below. Furthermore, the content of this
proposal is judged to be appropriate because it coincides with the proposed revised Determination Policies
22and is necessary to determine the content of compensation, etc. for individual Directors, and it also takes into
account various circumstances, such as the status of the Company’s management frameworks and broader
economic conditions.
The Company currently has four Eligible Directors. If Proposal No. 2: Election of Six (6) Directors(excluding Directors Who Are Audit & Supervisory Committee Members) is approved as originally planned,
the Company will have six Directors (excluding Directors who are Audit & Supervisory Committee
Members), two of whom will be Outside Directors, and there will be four Eligible Directors.
Proposal No. 5: Determination of Amounts of Compensation, Etc. for Directors Who Are Audit &Supervisory Committee Members
With regards to compensation, etc. for Directors who are Audit & Supervisory Committee Members, theCompany has stipulated in Article 2, Paragraph 2 of the Supplementary Provisions of the Articles ofIncorporation that the total amount of compensation from the date that the Company was established throughthe conclusion of the 1st Annual General Meeting of Shareholders would not exceed a total of 90 million yen
per year.
The system of compensation, etc. for Directors who are Audit & Supervisory Committee Members
following the conclusion of this General Meeting of Shareholders would be determined following a careful
examination of various circumstances, such as the status of the Company’s management system and broad
economic conditions, and would consist of fixed monetary compensation only in order to ensure neutrality
and independence.
Accordingly, the Company would like to provide fixed monetary compensation for Directors who are
Audit & Supervisory Committee Members up to an amount of 90 million yen per year.
This proposal has been determined by the Board of Directors following consultation with the Company’s
Nomination and Remuneration Committee.
We did receive an opinion from all Directors who are Audit & Supervisory Committee Members statingthat there were no particular items to report on this matter.
The Company adopted policies for determining the details of compensation, etc. for individual directors(hereafter referred to as the “Determination Policies”) at the Board of Directors meeting held on October 3,
2022. The outline of those details is described in the Matters Concerning Company Officers (Directors)
segment of the Business Report. If this proposal, Proposal No. 3: Determination of Compensation, Etc. for
Directors (Excluding Outside Directors and Directors Who Are Audit & Supervisory Committee Members)
to Grant Restricted Shares, and Proposal No. 4: Determination of Compensation, Etc. for Directors(Excluding Outside Directors and Directors Who Are Audit & Supervisory Committee Members) to Grant
Restricted Shares are approved, the Company is scheduled to change the Determination Policies at an
extraordinary meeting of the Board of Directors to be held after this General Meeting of Shareholders has
concluded to ensure the policies coincide with the new approved content. An outline of the proposed revised
content is described below. Furthermore, the content of this proposal is judged to be appropriate because it
coincides with the proposed revised Determination Policies and is necessary to determine the content ofcompensation, etc. for individual Directors, and it also takes into account various circumstances, such as thestatus of the Company’s management frameworks and broader economic conditions.
There are four Directors who are Audit & Supervisory Committee Members (including three Outside
Directors), who would be eligible for the compensation, etc. described in this proposal.
Any decisions on the timing and allocation of compensation, etc. would be entrusted to the Board of
Directors.

23